Dated April 18th, 2007 WINNER CROWN HOLDINGS LIMITED (“Party A”) and MS. TONG TONG ZHAO (“Party B”) and MR. JOHN JIONG WU (“Party C”) and INVESTORS (“Party D”) and CHINA LODGING GROUP, LIMITED (“Company”) SUPPLEMENTAL AGREEMENT of ORDINARY SHARE AND...
Exhibit 4.5
Execution Copy
Dated April 18th, 2007
WINNER CROWN HOLDINGS LIMITED
(“Party A”)
(“Party A”)
and
XX. XXXX XXXX XXXX
(“Party B”)
(“Party B”)
and
XX. XXXX XXXXX XX
(“Party C”)
(“Party C”)
and
INVESTORS
(“Party D”)
(“Party D”)
and
CHINA LODGING GROUP, LIMITED
(“Company”)
(“Company”)
of
ORDINARY SHARE AND SERIES A PREFERRED SHARE
PURCHASE AGREEMENT
PURCHASE AGREEMENT
Relating to
CHINA LODGING GROUP, LIMITED
Execution Copy
THIS SUPPLEMENTAL AGREEMENT (this “Agreement”) is made and entered into as of April
18th, 2007 by and between:
| 1. | WINNER CROWN HOLDINGS LIMITED, a company incorporated in the British Virgin Islands under company No. 618532 having its registered office at Akara Bldg., 00 Xx Xxxxxx Xxxxxx, Xxxxxxxx Cay I, Road Town, Tortola, British Virgin Islands (“Party A”); | |
| 2. | XX. XXXX XXXX XXXX, (Canadian passport number: XX000000), 5-22C, 000 Xxxxx Xxxx, Xxxxxxxx, 000000, X.X.Xxxxx (“Party B”); | |
| 3. | XX. XXXX XXXXX XX, (United States passport number: 000000000), 000 Xxxx Xxxx. #Ste 10 — 337, Incline Xxxxxxx, XX 00000, XXX (“Party C”); | |
| 4. | MR. QI JI, (PRC passport number: X00000000), B1-1102, Haitian Garden, 1481 Huqingping Road, Shanghai, 201702, P.R.China; | |
| 5. | Each of the holder of the Series A Preferred Shares (persons or entities) listed on Schedule A hereto (collectively “Investors” and each the “Investor”) | |
| 6. | CHINA LODGING GROUP, LIMITED, a company incorporated in Cayman Islands under company No. 179930 having its registered office at the office of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, Xxxxxx Town, Grand Cayman, Cayman Islands(“the Company”). |
WHEREAS:
| A. | All parties have entered into an Ordinary Share and Series A Preferred Share Purchase Agreement (“the SPA”) dated February 4th 2007; | |
| B. | In the section 9 (“the Section”) of the SPA, all parties agreed that unless all the conditions precedent set out in section 5 and section 6 of the SPA is fulfilled or waived on or before 1st May, 2007, the SPA shall be terminated on 1st May, 2007; | |
| C. | All parties agreed to enter into this Agreement to modify the Section . |
WITNESSETH
THE PARTIES HEREBY AGREE AS FOLLOWS:
| 1. | Definitions and Interpretation | |
| Unless otherwise stated in this Agreement, terms defined in the SPA shall have the same meanings when used herein. |
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Execution Copy
| 2. | Modification of the Section | |
| All Parties agreed to modify the Section as following: |
Each party hereto shall use its best endeavors to fulfill or procure the fulfillment of
the conditions specified in Section 5 and Section 6 (“Conditions Precedent”) relating to
it/him on or before the date of Completion. If any of the Conditions Precedent relating to
any Party hereto is not fulfilled or waived in writing by the other Parties so entitled to
do so in accordance with the foregoing provisions of this Section on or before
1st July, 2007, then unless the other Parties hereto agree otherwise in writing,
this Agreement shall forthwith cease to have further effect and be null and void and no
party hereto shall have any obligation or liability to or any claim or demand against any
other parties hereto under this Agreement, except for any antecedent obligations and
liabilities and except for any failure to use its best endeavors to fulfill or procure the
fulfillment of the Conditions Precedent relating to it/him as aforesaid
| 3. | Governing Law and Dispute Resolution. | |
| This Agreement shall be construed and governed by the laws of the People’s Republic of China. Any dispute or difference arising out of or in connection with this Agreement shall be referred to and determined by arbitration at China International Economic and Trade Arbitration Commission in accordance with its applicable Arbitration Rules if the dispute cannot be settled through amicable consultation. The arbitration shall be conducted in Shanghai, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on the Parties. |
| 4. | Counterparts. | |
| This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. | ||
| 5. | Entire Agreement. | |
| This Agreement constitutes the entire agreement and understanding between the parties and, unless express stated herein otherwise, supersedes all previous proposals, representations, warranties, agreements or undertakings relating thereto, whether oral, written or otherwise. |
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.
SIGNED by
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for and on behalf of WINNER
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CROWN HOLDINGS LIMITED
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in the presence of:-
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SIGNED by |
 |
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XX. XXXX XXXX XXXX
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in the presence of:-
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SIGNED by |
 |
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XX. XXXX XXXXX XX
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in the presence of:-
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SIGNED by
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for and on behalf of POWERHILLS |
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HOLDING LIMITED
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in the presence of:-
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SIGNED by
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for and on behalf of CHINA
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LODGING GROUP LIMITED
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in the presence of:-
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SCHEDULE A
INVESTORS
| Series A | ||||||||
| Preferred | ||||||||
| Shares | ||||||||
| Investor(s) | Identification | Address | Subscribed | |||||
Powerhill Holding Limited
|
Company Xx. 000000 | X.X. Xxx 000, Xxxxxxxx Incorporations Centre, Road Town, Tortola, British Virgin Islands | 40,000,000 | |||||
Xx. Xxxx Xxxxx XX
|
United States passport No. 000000000 | 000 Xxxx Xxxx. #Xxx 00 — 000, Xxxxxxx Xxxxxxx, XX 00000, XXX | 4,000,000 | |||||
| Total | 44,000,000 | |||||||
